The Transaction will establish the Company as the dominant landholder in the Reefton Goldfield on New Zealand’s South Island, with approximately 120,000 hectares (“ha“) of tenements. The district produced over two million ounces at gold grades ranging from 9 to 50g/t. The Reefton Goldfield is seeing a resurgence in interest, led by the construction of Federation Mining’s Blackwater mine, which is expected to produce 70koz per annum at US$738/oz AISC1.
Actively Advancing a District-Scale Discovery in a Tier 1 Jurisdiction:
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Following the completion of the Transaction, the Company will be well positioned as the preeminent gold explorer in New Zealand with a pro forma market capitalization of ~C$60 million.
Combining properties and exploration activities in the Reefton Goldfield provides many strategic benefits, including:
Transaction Highlights
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2 Calculated using RUA GOLD’s 30-day VWAP on the CSE as of July 12, 2024 of C$0.1983 at an AUD:CAD exchange rate of 0.9246.
3 Gold equivalency calculated using metals prices of US$2,200/oz Au and US$20,500/t Sb.
Simon Henderson, COO of RUA GOLD commented: “This Transaction creates a significant opportunity in an under explored orogenic gold district. The Company has focused on the Reefton Goldfield and in four years combined rapid geochemical sampling, ultra-detailed geophysical surveying and mapping to highlight the potential of exploring old workings at depth as well as several new greenfield prospects. It is very exciting to combine RUA GOLD and Siren data sets, combined knowledge, and have the whole orogenic district to explore. We will be looking at a combination of new discoveries and scalability of historic high-grade gold mines to develop the next major gold producer in the region.”
Brian Rodan, Chairman of Siren commented: “Having personally been involved with the Reefton Project for over 6 years, I firmly believe that the Reefton Goldfield has enormous untapped potential to create a substantial long-term, high-grade gold and antimony mining operation. Antimony being a rare critical mineral will also provide the opportunity to create a world class operation that will assist the western countries transition to greener economies through securing a long-term supply of antimony, which is necessary to construct solar panels, wind turbines, electric vehicles, power storage batteries and defense needs. The decisions taken by the Boards of both Siren and Rua to take a major step to consolidate the 40km line of strike of the entire Reefton field is truly visionary and will realize significant long-term benefits to the Reefton district as a whole. The additional flow on effects created from this consolidation will also bring long term generational growth in regional development through increased infrastructure spending and increased employment opportunities that are created by the “mining multiplier affect”. The significant improvement in regional infrastructure and employment opportunities that will follow will be transformational for the entire West Coast and New Zealand as a whole.”
The Transaction will deliver the following benefits to the Company’s shareholders:
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Transaction Details
The Transaction will be effected by way of a share purchase agreement under applicable Canadian laws.
As consideration for the acquisition of Reefton, the Company will:
Key conditions precedent to the completion of the Transaction include, amongst others:
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5 Calculated using RUA GOLD’s 30-day VWAP on the CSE as of July 12, 2024 of C$0.1983 at an AUD:CAD exchange rate of 0.9246.
The Agreement otherwise includes customary representations, warranties, covenants and conditions contained in agreements for transactions of this nature.
In connection with the closing of the Transaction, the Company will enter into a shareholder rights agreement with Siren pertaining to Siren’s interest in the Consideration Shares, which will include, amongst others, the following terms:
Conference Call and Presentation
RUA GOLD will host a conference call and presentation on July 15, 2024 at 9:00 a.m. (Toronto time) to discuss the Transaction.
Webcast:
Conference Call:
Advisors and Legal Counsel
Cormark Securities Inc. is acting as financial advisor to the Company and its Board of Directors. McMillan LLP is acting as Canadian legal counsel to the Company and Simpson Grierson is acting as New Zealand legal counsel to the Company.
Red Cloud Securities Inc. is acting as financial advisor to Siren and its Board of Directors. Steinepreis Paganin is acting as Australian legal counsel to Siren and Cassels Brock & Blackwell LLP is acting as Canadian legal counsel to Siren.
Intention to list on the TSX Venture Exchange
Aligned to executing on the growth strategy, the Company is also pleased to announce that it has applied to list the common shares of the Company on the TSX Venture Exchange (“TSX-V”) under the symbol “RUA”. The Company’s application remains subject to TSX-V approval. In connection with listing on the TSX-V, it is expected the Company’s common shares will be voluntarily delisted from the Canadian Stock Exchange (“CSE”).
About RUA GOLD
RUA GOLD (CSE: RUA, OTC: NZAUF, WKN: A4010V) is a new entrant to the mining industry, specializing in gold exploration and discovery in New Zealand. With permits that have a rich history dating back to the gold rush in the late 1800’s, RUA GOLD combines traditional prospecting practices with modern technologies to uncover and capitalize on valuable gold deposits.
The Company is committed to responsible and sustainable exploration, which is evident in its professional planning and execution. The Company aims to minimize its environmental impact and to execute on its projects with key stakeholders in mind. RUA GOLD has a highly skilled team of New Zealand professionals who possess extensive knowledge and experience in geology, geochemistry, and geophysical exploration technology.
Technical Information
Simon Henderson CP, AUSIMM, a qualified person under National Instrument 43-101 Standards of Disclosure for Mineral Projects, has reviewed and approved the technical disclosure contained herein.
This news release includes certain statements that may be deemed “forward-looking statements”. All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur and specifically include statements regarding: the Company’s strategies, expectations, planned operations or future actions; the strategic benefits of the Transaction; the benefits of the Transaction to shareholders; closing of the Transaction and the satisfaction of the conditions thereof, including but not limited to the receipt of all corporate and regulatory approvals and consents; listing the Company’s common shares on the TSX-V and the receipt of TSX-V approval therefor; and delisting the common shares from the CSE. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements.
Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.
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